**Exhibit 31.2**

 

I, DanielL. Hefner, certify that:

 

1.                                       I havereviewed this annual report on Form 10-KSB of American Commerce Solutions,Inc.;

 

2.                                       Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report;

 

4.                                       The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules  13a-14 and 15d-14) for theregistrant and have:  

 

a)                                      designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

b)                                     evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c)                                      presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.                                       Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performingthe equivalent functions):

 

a)                                      allsignificant deficiencies in the design or operation of internalcontrols which could adversely affect the registrant’s ability torecord, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknessesin internal controls; and

 

b)                                     any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

6.                                       Theregistrant’s other certifying officers and I have indicated in this annualreport whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internalcontrols subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies and materialweaknesses.

 
| Date  May 26, 2004 | /s/  Daniel L. Hefner    |   |
|--------------------|--------------------------|--------|
|               | Daniel  L. Hefner        |
|               |                     |
|               | Chief  Executive Officer |   |
|               | Title                    |
|                    |                          |        |  |

 

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